GENERAL TERMS AND CONDITIONS OF SALE

1. Scope of Terms

1.1 These general terms and conditions of sale (“Conditions”) shall apply to the sale of all goods (“Goods”) by ADCOS ASIA PACIFIC PTE LTD (“ADCOS”) to a buyer (“Buyer”).

1.2 These Conditions, along with any quotation or sales contract issued by ADCOS (“Quotation”) to which these Conditions are attached or which incorporates these Conditions, are deemed to be an offer by ADCOS to sell the Goods on these Conditions and the terms in the Quotation. The Buyer’s acceptance of such an offer (by signing the Quotation within 30 days from the date of issuance) shall take effect as the Buyer’s offer to purchase the Goods on these Conditions and the terms in the Quotation (the “Purchase Order”). A contract is only formed when ADCOS accepts the Purchase Order by issuing an order confirmation in writing (“Order Confirmation”).

1.3 “Contract” as used herein shall mean an agreement between ADCOS and the Buyer for the sale and purchase of the Goods comprising these Conditions, the Quotation, the Purchase Order and the Order Confirmation.

1.4 Any general and/or special terms and conditions on documents provided by the Buyer are expressly excluded, even if they are not expressly rejected in the Contract. The Contract constitutes the entire agreement between ADCOS and the Buyer in relation to its subject matter.

2. Deliveries

2.1 Unless otherwise expressly agreed in writing, deliveries of Goods shall be dispatched from ADCOS’s warehouse (“Warehouse”) at the expense of the Buyer.

2.2 ADCOS is entitled to choose the carrier and the forwarding company and the mode of transport, but shall not be obliged to insure the Goods against damage in transit.

2.3 The risk in the Goods and all liability to third parties in respect thereof, shall pass to the Buyer at such time the Goods are loaded and dispatched from the Warehouse. Loss of or damage to the Goods after such risk has passed to the Buyer shall not discharge the Buyer from its obligation to make full payment of the invoice.

2.4 Delivered Goods will be neither taken back nor exchanged, except as permitted under Clause 4.

2.5 Deliveries can only be effected insofar as stocks are available. ADCOS takes reasonable steps to respect the terms of delivery and we do not under any circumstances accept any penalty of delay. Delivery dates provided by ADCOS in the Quotations and Order Confirmations are approximate and non-binding. For the avoidance of doubt, the time of delivery shall not be of the essence. A delay in the delivery may not in any case lead to a cancellation of the Purchase Order by the Buyer.

2.6 ADCOS shall not be held liable for any failure to deliver Goods due to circumstances beyond its control, such as breach of contract by its supplier.

2.7 The Buyer is obliged to take back or process at its expense all empty packing or any waste material.

3. Complaints

3.1 The Buyer shall inspect the delivered Goods immediately upon receipt and without delay notify ADCOS in writing or in electronic format of any complaints concerning defects in the quality and/or conformity of the within five days from the date of receipt. Complaints are only admissible if it can be proved that the defect which is the subject of the complaint existed at such time the Goods were loaded and dispatched from the Warehouse.

3.2 In the event of a hidden defect, the Buyer shall notify ADCOS of such defect in writing or in electronic format immediately upon discovery but no later than thirty (30) days after receipt of the Goods.

3.3 Should the complaint be founded, ADCOS is only obliged to replace the delivered Goods and not to provide compensation. For the avoidance of doubt, lodging a complaint does not release the Buyer from its obligation to pay.

3.4 ADCOS shall not be held liable for any unprofessional use of the delivered Goods on the part of the Buyer.

4. Payment

4.1 Unless otherwise specified in the Quotation or Order Confirmation or otherwise agreed in writing by ADCOS and the Buyer, the purchase price of the Goods shall be paid upfront in full by the Buyer from the invoice date without deduction to the bank account specified by ADCOS.

4.2 All invoices issued by ADCOS are to be paid in SGD, unless otherwise stipulated. The risk of currency fluctuation, if any, is chargeable to the Buyer.

4.3 In the event of the Buyer’s failure to pay within the stipulated period, the unpaid amount shall be subject to an interest charge of twenty-four percent (24%) per annum, accruing from the date after payment was due.

4.4 ADCOS shall be entitled, without prejudice to any other lawful remedies available to it, to terminate the Purchase Order or suspend any further deliveries to the Buyer, or sell any undelivered Goods on hand for the account of Purchaser and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed purchase price, and the Buyer agrees to pay the balance then due to ADCOS on demand. The Buyer must pay all costs of collection on unpaid amounts, including without limitation legal fees and related costs.

5. Retention of Title

5.1 Unless otherwise expressly agreed in writing, the Goods shall remain the property of ADCOS until full payment for the Goods is made, even if the Goods have undergone processing by the Buyer. The Buyer shall be entitled to transform the Goods or to incorporate them in a new product or products. In such event, ADCOS reserves the legal and equitable title to the final product or products into which the Goods are incorporated or mixed. The Buyer shall store the final products separately and property of these products shall remain with ADCOS until full payment has been made for the Goods. The Buyer may sell the Goods in the normal course of its business on condition that the Buyer, in a fiduciary capacity as bailee of the Goods, and for so long as the Buyer has not fully discharged its debt to ADCOS, shall hold and pursue claims for the proceeds of their sale equal to the price of the Goods for and on behalf of ADCOS. The Buyer shall fully pursue such claims and, if necessary, shall recover the sums due to ADCOS by legal process. The Buyer shall, if so required by ADCOS, allow ADCOS to conduct legal proceedings in the Buyer’s name in respect of the monies due on the sale of the Goods. Any sums recovered by ADCOS as a result of such proceedings (including sums accepted by ADCOS in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to ADCOS from the Buyer and then to the reasonable costs incurred by ADCOS in the course of such proceedings. Any balance remaining shall be paid to the Buyer.

5.2 Prior to the sale of Goods, the Buyer shall, so far as reasonably practicable, store the Goods separately from similar goods of the Buyer, mark the Goods as the property of ADCOS and shall not remove, obliterate or in any manner alter any label, mark or other means ADCOS may have of identifying the Goods.

6. Warranties

6.1 ADCOS makes no warranties whatsoever in respect of the Goods including, without limitation, the fitness for purpose, performance, use, quality or merchantability of the Goods, whether express or implied, by statute at common law or otherwise notwithstanding that the purpose or intended use of the Goods may be known or made known to the Seller.

6.2 All conditions, warranties, stipulations or other statements whatsoever relating to the Goods including, without limitation, the fitness for purpose, performance, use, quality or merchantability of the Goods, whether express or implied, by statute at common law or otherwise, are hereby excluded.

7. Limitation of Liability

7.1 The Buyer assumes all risk and liability for loss, damage or injury to persons or to property of the Buyer or others arising out of the presence or use of the Goods, including infringement of any third party intellectual property rights resulting from specific use of the Goods by the Buyer.

7.2 ADCOS shall not in any event be liable for incidental, consequential, indirect, exemplary or special damages of any kind resulting from any use or failure of the Goods including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, downtime costs, or any liability of the Buyer to a third party. For the avoidance of doubt, the total liability of ADCOS under the Contract shall not exceed the purchase price of the Goods involved and all claims must be brought within one (1) year of delivery, regardless of their nature.

8. Force Majeure

8.1 Neither Party shall be responsible and held liable for any delay or default in the performance of its obligations (other than payment obligations) under the Contract to the extent and as long as this default is caused by an event beyond its control. An event of force majeure shall include without limitation, an act of war or terrorism, fire, natural disasters such as floods and storms, general shortage of raw materials or inability to obtain equipment or materials, restrictions on energy or water consumption, law-making or governmental decisions, export and import restrictions on shipping or delivery, epidemics, strikes, lockouts or labor disputes of any kind (whether relating to its own employees or others), accidents, or any production failure beyond reasonable control.

8.2 If either party is affected by one (or more) of the events described in Clause 8.1 above, it shall promptly notify the other party thereof, stating the nature of the event, its estimated duration, and actions being taken to avoid or minimize its effects.

8.3 Each party shall have the right to cancel any non-delivered order in writing or in electronic format if the performance thereof is prevented for more than six (6) months according to Clause 8.1.

8.4 If ADCOS is unable for any reason to supply the total demands for Goods specified in the Purchase Order, ADCOS may allocate its viable supply among any or all its customers on such basis as ADCOS may deem fair and practical, without liability for any failure of performance which may result therefrom.

9. Termination of Contract

9.1 In addition to and without prejudice to all other remedies available to ADCOS under these Conditions or at law (which ADCOS does not waive by the exercise of any rights
hereunder):

(a) ADCOS reserves the right to suspend or cancel any order, in whole or in part, upon the Buyer‘s breach of these Conditions or bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading ADCOS to reasonably question the Buyer‘s willingness or ability to perform the Contract; and

(b) ADCOS further reserves the right to request the Buyer to provide the necessary guarantees to ensure the fulfilment by the Buyer of its obligations under the Contract. Such request may be made before or after the delivery of all or part of any order. Should the Buyer fail to meet any reasonable demand for such a guarantee, ADCOS shall have the right to terminate this Contract forthwith by notice in writing to the Buyer.

9.2 Should the Contract be terminated by the Buyer, the Buyer shall be liable to pay ADCOS a flat-rate compensation of such amount equivalent to thirty-five percent (35%) of the purchase price of the Goods under the Contract plus the price of materials already purchased for the Buyer.

10. Personal Data

ADCOS may from time to time, request for data (including but without limitation, personal data of officers of the company) (“Data”) from the Buyer as it deems fit for purposes of credit and due diligence checks (or for such other purpose as may be communicated from time to time by ADCOS to the Buyer in writing). Upon provision of such Data to us, the Buyer shall be deemed to have obtained the prior consent of any individual from whom such Data is collected.

11. Variations

Any variations to the Contract shall be agreed by parties in writing in order to be effective.

12. Severability

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13. No Assignment

This Contract is not assignable or transferrable, in whole or in part, without the express written consent of ADCOS.

14. Governing Law & Dispute Resolution

14.1 The Contract shall be governed by the laws of Singapore.

14.2 Any dispute, controversy or claim arising out of the Contract, or breach, termination or invalidity thereof that cannot be settled and resolved through negotiation in good faith, shall be referred to and finally resolved in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The tribunal shall consist of one (1) arbitrator.

14.3 Notwithstanding the foregoing, nothing in this Clause shall prevent ADCOS from bringing a claim in any court having jurisdiction over the Buyer, insofar as may be necessary for ADCOS to enforce and protect its rights under this Contract (including without limitation intellectual property rights).